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PROSPECTUS
The 59 Wall Street U.S. Equity Fund
21 Milk Street, Boston, Massachusetts 02109
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The U.S. Equity Fund is a separate series of The 59 Wall Street Fund, Inc.
Shares of the Fund are offered by this Prospectus.
The U.S. Equity Fund invests all of its assets in the U.S. Equity
Portfolio (the Portfolio). Brown Brothers Harriman & Co. is the Investment
Adviser for the Portfolio and the Administrator and Shareholder Servicing Agent
of the Fund. Shares of the Fund are offered at net asset value without a sales
charge.
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Neither The Securities And Exchange Commission Nor Any State Securities
Commission Has Approved Or Disapproved Of These Securities Or Passed Upon The
Adequacy Or Accuracy Of This Prospectus. Any Representation To The Contrary Is A
Criminal Offense.
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The date of this Prospectus is March 1, 2000.
<PAGE>
TABLE OF CONTENTS
Page
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Investment Objective ...................................................... 3
Investment Strategies ..................................................... 3
Principal Risk Factors .................................................... 3
Fund Performance .......................................................... 4
Fees and Expenses of the Fund ............................................. 5
Investment Adviser ........................................................ 6
Shareholder Information ................................................... 6
Financial Highlights ...................................................... 9
Additional Information .................................................... 10
2
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INVESTMENT OBJECTIVE
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The investment objective of the Fund is to provide investors with
long-term capital growth while also generating current income.
INVESTMENT STRATEGIES
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The Fund invests all of its assets in the U.S. Equity Portfolio, an
investment company having the same objective as the Fund. Under normal
circumstances the Investment Adviser fully invests the assets of the Portfolio
in equity securities traded on the New York Stock Exchange, American Stock
Exchange or the National Association of Securities Dealers Automated Quotations
(NASDAQ) System. Investments generally consist of equities issued by domestic
firms; however, the Investment Adviser may also purchase equities of
foreign-based companies if they are registered under the Securities Act of 1933.
The Investment Adviser primarily invests in medium and large sized
companies with a sound financial structure, proven management, an established
industry position and competitive products and services. In selecting individual
securities, the focus is on (1) companies that exhibit above average revenue and
earnings growth as well as high or improving returns on investment and (2)
companies whose shares are selling at low valuation levels based on measures
such as low price-to-book and price-to-earnings ratios.
Consequently, the Portfolio holds a broadly diversified portfolio
representing many sectors of the U.S. economy. This industry diversification and
participation in both growth and value oriented equities is designed to control
the portfolio's exposure to market risk and company specific risk.
Put and call options on stock indexes may be purchased and futures
contracts on stock indexes may be entered into for the Portfolio solely as a
hedge against changes in the market value of portfolio securities or securities
intended to be purchased,
PRINCIPAL RISK FACTORS
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The principal risks of investing in the Fund and the circumstances
reasonably likely to adversely affect an investment are described below. The
share price of the Fund changes daily based on market conditions and other
factors. A shareholder may lose money by investing in the Fund.
The principal risk of investing in the Fund is Market Risk. This is the
risk that the price of a security will fall due to changing economic, political
or market conditions, or due to a company's individual situation.
Investments in the Fund are neither insured nor guaranteed by the U.S.
Government. Shares of the Fund are not deposits or obligations of, or guaranteed
by, Brown Brothers Harriman & Co. or any other bank, and the shares are not
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other federal, state or other governmental agency.
3
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FUND PERFORMANCE
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The chart and table below give an indication of the Fund's risks. The
chart shows changes in the Fund's performance from year to year. The table shows
how the Fund's average annual returns for the periods indicated compare to those
of a broad measure of market performance.
When you consider this information, please remember that the Fund's
performance in past years is not an indication of how the Fund will do in the
future.
[The following information was depicted as a bar chart in the printed material]
Total Return (% per calendar year)
1993 1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ---- ----
10.34 0.68 38.40 15.63 30.30 11.92 16.70
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Highest and Lowest Return
(Quarterly 1993-1999)
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Return Quarter Ending
Highest 25.52% 12/31/98
Lowest (14.87)% 9/30/98
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Average Annual Total Returns
(through December 31, 1999)
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1 Year 5 Years Life of Fund
(Since 7/23/92)
U.S.Equity Fund 16.70% 22.18% 17.18%
S&P 500 21.04% 28.53% 21.32%
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4
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FEES AND EXPENSES OF THE FUND
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The tables below describe the fees and expenses that an investor may pay
if that investor buys and holds shares of the Fund.
SHAREHOLDER FEES
(Fees paid directly from an investor's account)
Maximum Sales Charge (Load)
Imposed on Purchases ........................................... None
Maximum Deferred Sales Charge (Load) ........................... None
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends ................................ None
Redemption Fee ................................................. None
Exchange Fee ................................................... None
ANNUAL FUND OPERATING EXPENSES(1)
(Expenses that are deducted from Fund assets as a percentage of average net
assets)
Management Fees ........................................... 0.65%
Distribution (12b-1) Fees ................................. None
Other Expenses
Administration Fee ...................................... 0.16%
Shareholder Servicing/Eligible Institution Fee .......... 0.25
Other Expenses .......................................... 0.35 0.76
---- ----
Total Annual Fund Operating Expenses ...................... 1.41%
====
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(1) The expenses shown for the Fund include the expenses of the Portfolio. The
annual fund operating expenses for the past fiscal year have been restated
for purposes of this table to reflect fees currently in effect.
EXAMPLE(2)
This example is intended to help an investor compare the cost of investing
in the Fund to the cost of investing in other mutual funds. The example assumes
that an investor invests $10,000 in the Fund for the time periods indicated and
then sells all of his shares at the end of those periods. The example also
assumes that an investment has a 5% return each year and that the Fund's
operating expenses remain the same as shown in the table above. Although actual
costs on an investor's investment may be higher or lower, based on these
assumptions the investor's costs would be:
1 year ............................................... $ 144
3 years .............................................. $ 446
5 years .............................................. $ 771
10 years ............................................. $1,691
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(2) The example above reflects the expenses of the Fund and the Portfolio.
5
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INVESTMENT ADVISER
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The Investment Adviser to the Portfolio is Brown Brothers Harriman & Co.,
Private Bankers, a New York limited partnership established in 1818. The firm is
subject to examination and regulation by the Superintendent of Banks of the
State of New York and by the Department of Banking of the Commonwealth of
Pennsylvania. The firm is also subject to supervision and examination by the
Commissioner of Banks of the Commonwealth of Massachusetts. The Investment
Adviser is located at 59 Wall Street, New York, NY 10005.
The Investment Adviser provides investment advice and portfolio management
services to the Portfolio. Subject to the general supervision of the Trustees of
the Portfolio, the Investment Adviser makes the day-to-day investment decisions
for the Portfolio, places the purchase and sale orders for the portfolio
transactions of the Portfolio, and generally manages the Portfolio's
investments. The Investment Adviser provides a broad range of investment
management services for customers in the United States and abroad. At December
31, 1999, it managed total assets of approximately $35 billion.
A team of individuals manages the Portfolio on a day-to-day basis. This
team includes Mr. Young Chin, Mr. William M. Buchanan and Mr. Stephen C.
Whitman. Mr. Chin holds a B.A. and M.B.A. from the University of Chicago. He
joined Brown Brothers Harriman & Co. in 1999. Prior to joining Brown Brothers
Harriman & Co., he worked at Blackrock Financial Management. Mr. Whitman holds a
B.A. from Colgate University and a M.B.A. from the University of Virginia. He
joined Brown Brothers Harriman & Co. in 1986. Mr. Buchanan holds a B.A. from
Duke University, a M.B.A. from New York University, and is a Chartered Financial
Analyst. He joined Brown Brothers Harriman & Co. in 1991.
The Portfolio pays the Investment Adviser an annual fee, computed daily
and payable monthly, equal to 0.65% of the average daily net assets of the
Portfolio. This fee compensates the Investment Adviser for its services and its
expenses (such as salaries of its personnel).
SHAREHOLDER INFORMATION
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NET ASSET VALUE
The Corporation determines the Fund's net asset value per share once daily
at 4:00 P.M., New York time on each day the New York Stock Exchange is open for
regular trading. The determination of the Fund's net asset value is made by
subtracting from the value of the total net assets of the Fund the amount of its
liabilities and dividing the difference by the number of shares of the Fund
outstanding at the time the determination is made.
The Portfolio values its assets on the basis of their market quotations
and valuations provided by independent pricing services. If quotations are not
readily available, the assets are valued at fair value in accordance with
procedures established by the Portfolio's Trustees.
PURCHASE OF SHARES
The Corporation offers shares of the Fund on a continuous basis at their
net asset value without a sales charge. The Corporation reserves the right to
determine the purchase orders for Fund shares that it will accept. Investors may
purchase shares on any day the net asset value is calculated if the Corporation
receives the purchase order, including acceptable payment for such order, prior
to such calculation. The Corporation then executes purchases of Fund shares at
the net asset value per share next determined. Shares are entitled to dividends
declared, if any, starting as of the first business day following the day the
Corporation executes the purchase order on the books of the Corporation.
6
<PAGE>
An investor who has an account with an Eligible Institution or a Financial
Intermediary may place purchase orders for Fund shares through that Eligible
Institution or Financial Intermediary which holds such shares in its name on
behalf of that customer pursuant to arrangements made between that customer and
that Eligible Institution or Financial Intermediary. Each Eligible Institution
and each Financial Intermediary may establish and amend from time to time a
minimum initial and a minimum subsequent purchase requirement for its customers.
Currently, such minimum purchase requirements range from $500 to $5,000. Each
Eligible Institution or Financial Intermediary arranges payment for Fund shares
on behalf of its customers. An Eligible Institution or a Financial Intermediary
may charge a transaction fee on the purchase of Fund shares.
An investor who does not have an account with an Eligible Institution or a
Financial Intermediary must place purchase orders for Fund shares with the
Corporation through Brown Brothers Harriman & Co., the Fund's Shareholder
Servicing Agent. Such an investor has such shares held directly in the
investor's name on the books of the Corporation and is responsible for arranging
for the payment of the purchase price of Fund shares. The Corporation executes
all purchase orders for initial and subsequent purchases at the net asset value
per share next determined after the Corporation's transfer agent, State Street
Bank and Trust Company, has received payment in the form of a cashier's check
drawn on a U.S. bank, a check certified by a U.S. bank or a wire transfer. The
Shareholder Servicing Agent has established a minimum initial purchase
requirement for the Fund of $100,000 and a minimum subsequent purchase
requirement for the Fund of $25,000. The Shareholder Servicing Agent may amend
these minimum purchase requirements from time to time.
REDEMPTION OF SHARES
The Corporation executes your redemption request at the next net asset
value calculated after the Corporation receives your redemption request. Shares
continue to earn dividends declared, if any, through the business day that the
Corporation executes the redemption request on the books of the Corporation.
Shareholders must redeem shares held by an Eligible Institution or a
Financial Intermediary on behalf of such shareholder pursuant to arrangements
made between that shareholder and that Eligible Institution or Financial
Intermediary. The Corporation pays proceeds of a redemption to that
shareholder's account at that Eligible Institution or Financial Intermediary on
a date established by the Eligible Institution or Financial Intermediary. An
Eligible Institution or a Financial Intermediary may charge a transaction fee on
the redemption of Fund shares.
Shareholders may redeem shares held directly in the name of a shareholder
on the books of the Corporation by submitting a redemption request to the
Corporation through the Shareholder Servicing Agent. The Corporation pays
proceeds resulting from such redemption directly to the shareholder generally on
the next business day after the redemption request is executed, and in any event
within seven days.
Redemptions by the Corporation
The Shareholder Servicing Agent has established a minimum account size of
$25,000, which may be amended from time to time. If the value of a shareholder's
holdings in the Fund falls below that amount because of a redemption of shares,
the Corporation may redeem the shareholder's remaining shares. If such remaining
shares are to be redeemed, the Corporation notifies the shareholder and allows
the shareholder 60 days to make an additional investment to meet the minimum
requirement before the redemption is processed. Each Eligible Institution and
each Financial Intermediary may establish and amend from time to time for their
respective customers a minimum account size, each of which is currently lower
than that established by the Shareholder Servicing Agent.
7
<PAGE>
Further Redemption Information
Redemptions of shares are taxable events on which a shareholder may
realize a gain or a loss.
The Corporation has reserved the right to pay the amount of a redemption
from the Fund, either totally or partially, by a distribution in kind of
securities (instead of cash) from the Fund.
The Corporation may suspend a shareholder's right to receive payment with
respect to any redemption or postpone the payment of the redemption proceeds for
up to seven days and for such other periods as applicable law may permit.
Redemptions may be suspended or payment dates postponed when the NYSE is closed
(other than weekends or holidays), when trading on the NYSE is restricted, or as
permitted by the SEC.
DIVIDENDS AND DISTRIBUTIONS
The Corporation declares and pays to shareholders substantially all of the
Fund's net income and any realized net short-term capital gains semi-annually as
a dividend, and substantially all of the Fund's realized net long-term capital
gains, if any, annually as a capital gains distribution. The Corporation may
make an additional dividend and/or capital gains distribution in a given year to
the extent necessary to avoid the imposition of federal excise tax on the Fund.
The Corporation pays dividends and capital gains distributions to shareholders
of record on the record date. The Fund's net income and realized net capital
gains include the Fund's pro rata share of the Portfolio's net income and
realized net capital gains.
Unless a shareholder whose shares are held directly in the shareholder's
name on the books of the Corporation elects to have dividends and capital gains
distributions paid in cash, the Corporation automatically reinvests dividends
and capital gains distributions in additional Fund shares without reference to
the minimum subsequent purchase requirement.
Each Eligible Institution and each Financial Intermediary may establish
its own policy with respect to the reinvestment of dividends and capital gains
distributions in additional Fund shares.
TAXES
Dividends are taxable to shareholders of the Fund as ordinary income,
whether such dividends are paid in cash or reinvested in additional shares.
Capital gains may be taxable at different rates depending on the length of time
the Portfolio holds its assets. Capital gains distributions are taxable to
shareholders as long-term capital gains, whether paid in cash or reinvested in
additional shares and regardless of the length of time a particular shareholder
has held Fund shares.
The treatment of the Fund and its shareholders in those states which have
income tax laws might differ from treatment under the federal income tax laws.
Therefore, distributions to shareholders may be subject to additional state and
local taxes. Shareholders are urged to consult their tax advisors regarding any
state or local taxes.
Foreign Investors
The Fund is designed for investors who are either citizens of the United
States or aliens subject to United States income tax. Prospective investors who
are not citizens of the United States and who are not aliens subject to United
States income tax are subject to United States withholding tax on the entire
amount of all dividends. Therefore, such investors should not invest in the Fund
since alternative investments are available which would not be subject to United
States withholding tax.
8
<PAGE>
FINANCIAL HIGHLIGHTS
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The financial highlights table is intended to help an investor understand
the Fund's financial performance for the past five years. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
whose report, along with the Fund's financial statements, are included in the
annual report, which is available upon request.
<TABLE>
<CAPTION>
For the years ended October 31
------------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ....... $ 50.88 $ 52.73 $ 42.30 $ 36.46 $ 29.84
Income from investment operations:
Net investment income / (loss) ......... (0.04)(2) 0.03 0.21 0.16 0.26
Net realized and unrealized gain ....... 6.30 1.24 12.22 6.75 7.15
Less dividends and distributions:
From net investment income ............. -- -- (0.14) (0.20) (0.28)
In excess of net investment income ..... -- -- (0.05) -- --
Net realized gains ..................... (39.44) (3.12) (1.81) (0.87) (0.51)
---------- ---------- ---------- ---------- ----------
Net asset value, end of year ............. $ 17.70 $ 50.88 $ 52.73 $ 42.30 $ 36.46
========== ========== ========== ========== ==========
Total return(1) .......................... 24.17% 2.50% 30.29% 19.32% 25.50%
Ratios/Supplemental Data:
Net assets, end of year (000's omitted) $ 25,570 $ 62,055 $ 69,045 $ 50,773 $ 32,000
Expenses as a percentage of average
net assets:
Expenses paid by Fund(1) ............... 1.35% 1.15% 1.20% 1.20% 1.20%
Expenses paid by commissions ........... -- -- -- -- --
Expense offset ......................... 0.05% 0.06% 0.02% n/a n/a
---------- ---------- ---------- ---------- ----------
Total Expenses ....................... 1.40% 1.21% 1.22% 1.20% 1.20%
Ratio of net investment income / (loss)
to average net assets ................ (0.22%) 0.04% 0.23% 0.40% 0.84%
Portfolio turnover rate .................. 124% 104% 37% 42% 69%
</TABLE>
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(1) Had the expense payment agreement not been in place, the ratio of expenses
to average net assets and total return would have been as follows:
<TABLE>
<S> <C> <C> <C> <C> <C>
Ratio of expenses to average net assets N/A N/A 1.16% 1.21% 1.28%
Total Return N/A N/A 30.33% 19.31% 25.42%
</TABLE>
Furthermore, the ratio of expenses to average net assets for the year
ended October 31, 1997, 1996 and 1995 reflect fees paid with brokerage
commissions and fees reduced in connection with specific agreements. Had
these arrangements not been in place, this ratio would have been 1.18%,
1.30% and 1.38%, respectively. The expense payment agreement was
terminated on July 1, 1997.
(2) Calculated using average shares outstanding for the year.
9
<PAGE>
ADDITIONAL INFORMATION
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Historically, common stocks have provided investors with higher long-term
returns than other investment vehicles. The following graph illustrates that
over time, common stocks have outperformed investments in long-term government
bonds and U.S. Treasury bills.
[The following information was depicted as a line chart in the printed material]
Common Long Term U.S.
Stock Gov't Bonds Treasury Bills Inflation
----- ----------- -------------- ---------
1925 ........ $1 $1 $1 $1
1935 ........ $2 $2 $1 $1
1945 ........ $5 $4 $1 $1
1955 ........ $39 $4 $3 $1
1965 ........ $70 $4 $3 $3
1975 ........ $90 $6 $4 $4
1985 ........ $500 $10 $8 $6
1995 ........ $1,500 $39 $12 $8
1997 ........ $2,353 $44 $15 $9
1998 ........
1999 ........ $2,848 $40 $16 $9
This graph illustrates the total return of the major classes of financial
assets since 1925, including common stocks as measured by the S&P 500 Index,
long-term government bonds as measured by 20-year U.S. Treasury Bonds and money
market securities as measured by U.S. Treasury bills. The Consumer Price Index
is used as a measure of inflation. This graph is not a prediction of the future
performance of any of these assets or of inflation. Source: Brown Brothers
Harriman & Co.
Other mutual funds or institutional investors may invest in the Portfolio
on the same terms and conditions as the Fund. However, these other investors may
have different aggregate performance results. The Corporation may withdraw the
Fund's investment in the Portfolio at any time as a result of changes in the
Portfolio's investment objective, policies or restrictions or if the Board of
Directors determines that it is otherwise in the best interests of the Fund to
do so.
10
<PAGE>
The 59 Wall Street
U.S. Equity Fund
More information on the Fund is available free upon request, including the
following:
o Annual/Semi-Annual Report
Describes the Fund's performance, lists portfolio holdings and contains a letter
from the Fund's Investment Adviser discussing recent market conditions, economic
trends and Fund strategies that significantly affected the Fund's performance
during its last fiscal year.
o Statement of Additional Information (SAI)
Provides more details about the Fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
To obtain information or make shareholder inquiries:
o By telephone
Call 1-800-625-5759
o By mail write to the Fund's Shareholder
Servicing Agent:
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
o By E-mail send your request to:
[email protected]
o On the Internet:
Text-only versions of Fund documents can be viewed online or downloaded from:
Brown Brothers Harriman & Co.
http://www.bbhco.com
SEC
http://www.sec.gov
You can also review or obtain copies by visiting the SEC's Public Reference Room
in Washington, DC or by sending your request and a duplicating fee to the SEC's
Public Reference Section, Washington, DC 20549-0102. Information on the
operations of the Public Reference Room may be obtained by calling
1-202-942-8090. Additionally, this information is available on the EDGAR
database at the SEC's internet site at http://www.sec.gov. A copy may be
obtained, after paying a duplicating fee, by electronic request at the following
e-mail address: [email protected].
SEC file number: 811-06139
U.S.Equity Fund
PROSPECTUS
March 1, 2000
<PAGE>
================================================================================
PROSPECTUS
The 59 Wall Street Tax-Efficient Equity Fund
21 Milk Street, Boston, Massachusetts 02109
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The 59 Wall Street Tax-Efficient Equity Fund is a separate series of The
59 Wall Street Fund, Inc. Shares of the Fund are offered by this Prospectus.
Brown Brothers Harriman & Co. is the Investment Adviser for the Fund.
Shares of the Fund are offered at net asset value and without a sales charge.
- --------------------------------------------------------------------------------
Neither The Securities And Exchange Commission Nor Any State Securities
Commission Has Approved Or Disapproved Of These Securities Or
Passed Upon The Adequacy Or Accuracy Of This Prospectus.
Any Representation To The Contrary Is A Criminal Offense.
- --------------------------------------------------------------------------------
The date of this Prospectus is March 1, 2000.
<PAGE>
TABLE OF CONTENTS
Page
----
Investment Objective ..................................................... 3
Investment Strategies .................................................... 3
Principal Risk Factors ................................................... 3
Fund Performance ......................................................... 5
Fees and Expenses of the Fund ............................................ 6
Investment Adviser ....................................................... 7
Shareholder Information .................................................. 7
Financial Highlights ..................................................... 10
Additional Information ................................................... 11
2
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INVESTMENT OBJECTIVE
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The investment objective of the Fund is to provide investors with
long-term growth of capital on an after-tax basis.
INVESTMENT STRATEGIES
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Under normal circumstances the Investment Adviser fully invests the assets
of the Fund in equity securities traded on the New York Stock Exchange, American
Stock Exchange or the National Association of Securities Dealers Automated
Quotations (NASDAQ) System. Investments generally consist of equities issued by
domestic firms; however, equities of foreign-based companies may also be
purchased if they are registered under the Securities Act of 1933.
The Investment Adviser primarily invests in medium and large sized
companies with a sound financial structure, proven management, an established
industry position and competitive products and services. In selecting individual
securities, the focus is on (1) companies that exhibit above average revenue and
earnings growth as well as high or improving returns on investment and (2)
companies whose shares are selling at low valuation levels based on measures
such as low price-to-book and price-to-earnings ratios.
Consequently, the Fund holds a broadly diversified portfolio representing
many sectors of the U.S. economy. This industry diversification and
participation in both growth and value oriented equities is designed to control
the portfolio's exposure to market risk and company specific risk.
The use of tax-efficient investment strategies enables investors to retain
a larger portion of their pre-tax investment returns on an after-tax basis. Key
elements of our tax-efficient approach include:
o Pursuing an equity strategy which emphasizes capital appreciation
o Focusing our stock selection process on each security's long-term
investment potential
o Selective realization of losses within the Fund that can be used to
offset realized gains
o Evaluating potential stock sales and reinvestment alternatives on an
after-tax basis
Most equity mutual funds seek to provide superior pre-tax returns. The
Fund seeks to provide both superior pre-tax and after-tax returns. In employing
its strategies, the Investment Adviser will sell the Fund's securities when the
anticipated performance benefit justifies incurring the resulting tax liability.
PRINCIPAL RISK FACTORS
- --------------------------------------------------------------------------------
The principal risks of investing in the Fund and the circumstances
reasonably likely to adversely affect an investment are described below. The
share price of the Fund changes daily based on market conditions and other
factors. A shareholder may lose money by investing in the Fund.
o Market Risk:
This is the risk that the price of a security will fall due to changing
economic, political or market conditions, or due to a company's individual
situation.
o Tax Management Risk:
This is the risk that managing the Fund for after-tax returns may hurt the
Fund's performance on a pre-tax basis. Because the Investment Adviser considers
tax consequences in making investment decisions for the Fund, the Fund's pre-tax
performance may be lower than that of a similar fund that is not tax-managed.
The Fund is therefore not a suitable investment for IRAs, 401(k) plans or other
tax-exempt or tax deferred accounts or for
3
<PAGE>
other investors who are not sensitive to the federal income tax consequences of
their investments. Although the Fund's tax-efficient strategy is to minimize an
investor's tax liability, there can be no guarantee that it will be minimized.
Investments in the Fund are neither insured nor guaranteed by the U.S.
Government. Shares of the Fund are not deposits or obligations of, or guaranteed
by, Brown Brothers Harriman & Co. or any other bank, and the shares are not
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other federal, state or other governmental agency.
4
<PAGE>
FUND PERFORMANCE
- --------------------------------------------------------------------------------
The chart and table below give an indication of the risks of investing in
the Fund. The chart shows changes in the Fund's performance from year to year.
The table shows how the Fund's average annual returns for the periods indicated
compare to those of a broad measure of market performance.
When you consider this information, please remember that the Fund's
performance in past years is not necessarily an indication of how the Fund will
do in the future.
Total Return (% per calendar year)
[The following information was depicted as a line chart in the printed material]
1999
- ----
25.11
- --------------------------------------------------------------------------------
Highest and Lowest Return
(Quarterly 1999)
- --------------------------------------------------------------------------------
Return Quarter Ending
Highest 18.06% 12/31/99
Lowest (4.58)% 9/30/99
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Average Annual Total Returns
(through December 31, 1999)
- --------------------------------------------------------------------------------
1 Year Life of Fund
(Since November 2, 1998)
Tax-Efficient Equity Fund 25.11% 35.68%
S&P 500 Index 21.04% 30.05%
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5
<PAGE>
FEES AND EXPENSES OF THE FUND
- --------------------------------------------------------------------------------
The tables below describe the fees and expenses that an investor may pay
if that investor buys and holds shares of the Fund.
SHAREHOLDER FEES
(Fees paid directly from an investor's account)
Maximum Sales Charge (Load)
Imposed on Purchases ...................................... None
Maximum Deferred Sales Charge (Load) ...................... None
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends ........................... None
Redemption Fee ............................................ None
Exchange Fee .............................................. None
ANNUAL FUND OPERATING EXPENSES
(Expenses that are deducted from Fund assets as a percentage of average net
assets)
Other Expenses
Administration Fee ...................................... 0.15%
Expense Payment Agreement ............................... 1.05%(1)
----
Total Annual Fund Operating Expenses ...................... 1.20%
====
- -------------------
(1) The expense payment arrangement is a contractual arrangement which limits
the total annual fund operating expenses to 1.20%. The arrangement will
continue until July 31, 2003. Included within the expense payment agreement
is a management fee of 0.65% and a shareholder servicing/eligible
institution fee of 0.25%.
EXAMPLE
This example is intended to help an investor compare the cost of investing
in the Fund to the cost of investing in other mutual funds. The example assumes
that an investor invests $10,000 in the Fund for the time periods indicated and
then sells all of his shares at the end of those periods. The example also
assumes that an investment has a 5% return each year and that the Fund's
operating expenses remain the same as shown in the table above. Although actual
costs on an investor's investment may be higher or lower, based on these
assumptions the investor's costs would be:
1 year ................................................... $ 122
3 years .................................................. $ 381
5 years .................................................. $ 660
10 years .................................................. $1,455
6
<PAGE>
INVESTMENT ADVISER
- --------------------------------------------------------------------------------
The Investment Adviser to the Fund is Brown Brothers Harriman & Co.,
Private Bankers, a New York limited partnership established in 1818. The firm is
subject to examination and regulation by the Superintendent of Banks of the
State of New York and by the Department of Banking of the Commonwealth of
Pennsylvania. The firm is also subject to supervision and examination by the
Commissioner of Banks of the Commonwealth of Massachusetts. The Investment
Adviser is located at 59 Wall Street, New York, NY 10005.
The Investment Adviser provides investment advice and portfolio management
services to the Fund. Subject to the general supervision of the Directors of the
59 Wall Street Fund, Inc. (the Corporation), Brown Brothers Harriman & Co. makes
the day-to-day investment decisions for the Fund, places the purchase and sale
orders for the portfolio transactions of the Fund, and generally manages the
investments. The Investment Adviser provides a broad range of investment
management services for customers in the United States and abroad. At December
31, 1999, it managed total assets of approximately $35 billion.
A team of individuals manages the Fund on a day-to-day basis. The team
includes Mr. Young Chin, Mr. Stephen C. Whitman, Jr. and Mr. William M.
Buchanan. Mr. Chin holds a B.A. and M.B.A. from the University of Chicago. He
joined Brown Brothers Harriman & Co. in 1999. Prior to joining Brown Brothers
Harriman & Co., he worked at Blackrock Financial Management. Mr. Whitman holds a
B.A. from Colgate University and a M.B.A. from the University of Virginia. He
joined Brown Brothers Harriman & Co. in 1986. Mr. Buchanan holds a B.A. from
Duke University, a M.B.A. from New York University, and is a Chartered Financial
Analyst. He joined Brown Brothers Harriman & Co. in 1991.
The Fund pays the Investment Adviser an annual fee, computed daily and
payable monthly, equal to 0.65% of the average daily net assets of the Fund.
This fee compensates the Investment Adviser for its services and its expenses
(such as salaries of its personnel).
SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------
NET ASSET VALUE
The Corporation determines the Fund's net asset value per share once daily
at 4:00 P.M., New York time on each day the New York Stock Exchange is open for
regular trading. The determination of the Fund's net asset value per share is
made by subtracting from the value of the total assets of the Fund the amount of
its liabilities and dividing the difference by the number of shares of the Fund
outstanding at the time the determination is made.
The Corporation values the assets in the Fund's portfolio on the basis of
their market quotations and valuations provided by independent pricing services.
If quotations are not readily available, the assets are valued at fair value in
accordance with procedures established by the Directors of the Corporation.
PURCHASE OF SHARES
The Corporation offers shares of the Fund on a continuous basis at their
net asset value without a sales charge. The Corporation reserves the right to
determine the purchase orders for Fund shares that it will accept. Investors may
purchase shares on any day the net asset value is calculated if the Corporation
receives the purchase order and acceptable payment for such order prior to such
calculation. The Corporation then executes purchases of Fund shares at the net
asset value per share next determined on that same day. Shares are entitled to
dividends declared, if any, starting as of the first business day following the
day the Corporation executes the purchase order on the books of the Corporation.
7
<PAGE>
An investor who has an account with an Eligible Institution or a Financial
Intermediary may place purchase orders for Fund shares through that Eligible
Institution or Financial Intermediary which holds such shares in its name on
behalf of that customer pursuant to arrangements made between that customer and
that Eligible Institution or Financial Intermediary. Each Eligible Institution
and each Financial Intermediary may establish and amend from time to time a
minimum initial and a minimum subsequent purchase requirement for its customers.
Currently, such minimum purchase requirements range from $500 to $5,000. Each
Eligible Institution or Financial Intermediary arranges payment for Fund shares
on behalf of its customers. A transaction fee may be charged by an Eligible
Institution or a Financial Intermediary on the purchase of Fund shares.
An investor who does not have an account with an Eligible Institution or a
Financial Intermediary must place purchase orders for Fund shares with the
Corporation through Brown Brothers Harriman & Co., the Fund's Shareholder
Servicing Agent. Such an investor has such shares held directly in the
investor's name on the books of the Corporation and is responsible for arranging
for the payment of the purchase price of Fund shares. The Corporation executes
all purchase orders for initial and subsequent purchases at the net asset value
per share next determined after the Corporation's transfer agent, State Street
Bank and Trust Company, has received payment in the form of a cashier's check
drawn on a U.S. bank, a check certified by a U.S. bank or a wire transfer. The
Shareholder Servicing Agent has established a minimum initial purchase
requirement for the Fund of $100,000 and a minimum subsequent purchase
requirement for the Fund of $25,000. The Shareholder Servicing Agent may amend
these minimum purchase requirements from time to time.
REDEMPTION OF SHARES
The Corporation executes your redemption request at the next net asset
value calculated after the Corporation receives your redemption request. Shares
continue to earn dividends declared, if any, through the business day that the
Corporation executes the redemption request on the books of the Corporation.
Shareholders must redeem shares held by an Eligible Institution or a
Financial Intermediary on behalf of such shareholder pursuant to arrangements
made between that shareholder and that Eligible Institution or Financial
Intermediary. The Corporation pays proceeds of a redemption to that
shareholder's account at that Eligible Institution or Financial Intermediary on
a date established by the Eligible Institution or Financial Intermediary. An
Eligible Institution or a Financial Intermediary may charge a transaction fee on
the redemption of Fund shares.
Shareholders may redeem shares held directly in the name of a shareholder
on the books of the Corporation by submitting a redemption request to the
Corporation through the Shareholder Servicing Agent. The Corporation pays
proceeds resulting from such redemption directly to the shareholder generally on
the next business day after the redemption request is executed, and in any event
within seven days.
Redemptions By the Corporation
The Shareholder Servicing Agent has established a minimum account size of
$25,000, which may be amended from time to time. If the value of a shareholder's
holdings in the Fund falls below that amount because of a redemption of shares,
the Corporation may redeem the shareholder's remaining shares. If such remaining
shares are to be redeemed, the Corporation notifies the shareholder and allows
the shareholder 60 days to make an additional investment to meet the minimum
requirement before the redemption is processed. Each Eligible Institution and
each Financial Intermediary may establish and amend from time to time for their
respective customers a minimum account size, each of which is currently lower
than that established by the Shareholder Servicing Agent.
8
<PAGE>
Further Redemption Information
Redemptions of shares are taxable events on which a shareholder may
realize a gain or a loss.
The Corporation has reserved the right to pay the amount of a redemption
from the Fund, either totally or partially, by a distribution in kind of
securities (instead of cash) from the Fund.
The Corporation may suspend a shareholder's right to receive payment with
respect to any redemption or postpone the payment of the redemption proceeds for
up to seven days and for such other periods as applicable law may permit.
Redemptions may be suspended or payment dates postponed when the NYSE is closed
(other than weekends or holidays), when trading on the NYSE is restricted, or as
permitted by the SEC.
DIVIDENDS AND DISTRIBUTIONS
The Corporation declares and pays to shareholders substantially all of the
Fund's net income and any realized net short-term capital gains semi-annually as
a dividend, and substantially all of the Fund's realized net long-term capital
gains, if any, annually as a capital gains distribution. The Corporation may
make an additional dividend and/or capital gains distribution in a given year to
the extent necessary to avoid the imposition of federal excise tax on the Fund.
The Corporation pays dividends and capital gains distributions to shareholders
of record on the record date.
Unless a shareholder whose shares are held directly in the shareholder's
name on the books of the Corporation elects to have dividends and capital gains
distributions paid in cash, the Corporation automatically reinvests dividends
and capital gains distributions in additional Fund shares without reference to
the minimum subsequent purchase requirement.
Each Eligible Institution and each Financial Intermediary may establish
its own policy with respect to the reinvestment of dividends and capital gains
distributions in additional Fund shares.
TAXES
Dividends are taxable to shareholders of the Fund as ordinary income,
whether such dividends are paid in cash or reinvested in additional shares.
Capital gains may be taxable at different rates depending on the length of time
the Fund holds its assets. Capital gains distributions are taxable to
shareholders as long-term capital gains, whether paid in cash or reinvested in
additional shares and regardless of the length of time a particular shareholder
has held Fund shares.
The treatment of the Fund and its shareholders in those states which have
income tax laws might differ from treatment under the federal income tax laws.
Therefore, distributions to shareholders may be subject to additional state and
local taxes. Shareholders are urged to consult their tax advisors regarding any
state or local taxes.
Foreign Investors
The Fund is designed for investors who are either citizens of the United
States or aliens subject to United States income tax. Prospective investors who
are not citizens of the United States and who are not aliens subject to United
States income tax are subject to United States withholding tax on the entire
amount of all dividends. Therefore, such investors should not invest in the Fund
since alternative investments are available which would not be subject to United
States withholding tax.
9
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The financial highlights table is intended to help an investor understand
the financial performance of the Fund. Certain information reflects financial
results for a single Fund share. The total returns in the table represent the
rate that an investor would have earned on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by Deloitte & Touche LLP, whose report, along with the Fund's financial
statements, are included in the annual report, which is available upon request.
<TABLE>
<CAPTION>
For the period
from November 2, 1998
(commencement of operations)
to October 31, 1999
-------------------
<S> <C>
Net asset value, beginning of period .................... $10.00
Income from investment operations:
Net investment income ................................ (0.03)
Net realized and unrealized gain ..................... 2.83
Less dividends and distributions:
From net investment income ........................... --
From net realized gains .............................. --
------
Net asset value, end of period ....................... $12.80
======
Total return(1) ....................................... 28.00%
Ratios/Supplemental Data:
Net assets, end of period (000's omitted) ............ $36,498
Expenses as a percentage of average net assets:
Expenses paid by Fund(1) ............................. 1.20%(2)
Expenses paid by Commissions ......................... --
Expense offset ....................................... --
------
Total Expenses ..................................... 1.20%(2)
Ratio of net investment income to average
net assets ......................................... (0.25%)(2)
Portfolio turnover rate ................................. 37%
</TABLE>
- ----------------
(1) Had the expense payment agreement not been in place, the ratio of expenses
to average net assets and total return would have been as follows:
Ratio of expenses to average net assets ................. 1.29%
Total Return ............................................ 27.91%
(2) Annualized.
10
<PAGE>
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
Historically, common stocks have provided investors with higher long-term
returns than other investment vehicles. The following graph illustrates that
over time, common stocks have outperformed investments in long-term government
bonds and U.S. Treasury bills.
Growth of a $1 investment made in 1925
[The following information was depicted as a line chart in the printed material]
Common Long Term U.S.
Stock Gov't Bonds Treasury Bills Inflation
------ ----------- -------------- ---------
1925 ........ $1 $1 $1 $1
1935 ........ $2 $2 $1 $1
1945 ........ $5 $4 $1 $1
1955 ........ $39 $4 $3 $1
1965 ........ $70 $4 $3 $3
1975 ........ $90 $6 $4 $4
1985 ........ $500 $10 $8 $6
1995 ........ $1,500 $39 $12 $8
1997 ........ $2,353 $44 $15 $9
1998 ........
1999 ........ $2,848 $40 $16 $9
This graph illustrates the total return of the major classes of financial
assets since 1925, including common stocks as measured by the S&P 500 Index,
long-term government bonds as measured by 20-year U.S. Treasury Bonds and money
market securities as measured by U.S. Treasury bills. The Consumer Price Index
is used as a measure of inflation. This graph is not a prediction of the future
performance of any of these assets or of inflation. Source: Brown Brothers
Harriman & Co.
11
<PAGE>
The 59 Wall Street
Tax-Efficient Equity Fund
More information on the Fund is available free upon request, including the
following:
o Annual/Semi-Annual Report
Describes the Fund's performance, lists portfolio holdings and contains a letter
from the Fund's Investment Adviser discussing recent market conditions, economic
trends and Fund strategies that significantly affected the Fund's performance
during its last fiscal year.
o Statement of Additional Information (SAI)
Provides more details about the Fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
To obtain information or make shareholder inquiries:
o By telephone
Call 1-800-625-5759
o By mail write to the Fund's Shareholder
Servicing Agent:
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
o By E-mail send your request to:
[email protected]
o On the Internet:
Text-only versions of Fund documents can be viewed online or downloaded from:
Brown Brothers Harriman & Co.
http://www.bbhco.com
SEC
http://www.sec.gov
You can also review or obtain copies by visiting the SEC's Public Reference Room
in Washington, DC or by sending your request and a duplicating fee to the SEC's
Public Reference Section, Washington, DC 20549-0102. Information on the
operations of the Public Reference Room may be obtained by calling
1-202-942-8090. Additionally, this information is available on the EDGAR
database at the SEC's internet site at http://www.sec.gov. A copy may be
obtained, after paying a duplicating fee, by electronic request at the following
e-mail address: [email protected].
SEC file number: 811-06139
Tax-Efficient Equity Fund
PROSPECTUS
March 1, 2000
<PAGE>
================================================================================
PROSPECTUS
The 59 Wall Street Inflation-Indexed Securities Fund
21 Milk Street, Boston, Massachusetts 02109
================================================================================
The Inflation-Indexed Securities Fund is a separate series of The 59 Wall
Street Fund, Inc. Shares of the Fund are offered by this Prospectus.
Brown Brothers Harriman & Co. is the Investment Adviser, Administrator and
Shareholder Servicing Agent for the Fund. Shares of the Fund are offered at net
asset value without a sales charge.
- --------------------------------------------------------------------------------
Neither The Securities And Exchange Commission Nor Any State Securities
Commission Has Approved Or Disapproved Of These Securities Or
Passed Upon The Adequacy Or Accuracy Of This Prospectus.
Any Representation To The Contrary Is A Criminal Offense.
- --------------------------------------------------------------------------------
The date of this Prospectus is March 1, 2000.
<PAGE>
TABLE OF CONTENTS
Page
----
Investment Objective ...................................................... 3
Investment Strategies ..................................................... 3
Principal Risk Factors .................................................... 3
Fund Performance .......................................................... 5
Fees and Expenses of the Fund ............................................. 6
Investment Adviser ........................................................ 7
Shareholder Information ................................................... 7
Financial Highlights ...................................................... 10
2
<PAGE>
INVESTMENT OBJECTIVE
================================================================================
The investment objective of the Fund is to provide investors with a high
level of current income consistent with minimizing price fluctuations in net
asset value and maintaining liquidity.
INVESTMENT STRATEGIES
================================================================================
Under normal circumstances the Investment Adviser invests at least 65% of
the assets of the Fund in securities that are structured to provide protection
against inflation. Such securities are commonly referred to as Inflation-Indexed
Securities or IIS. Unlike traditional notes and bonds, which pay a stated rate
of interest in dollars and are redeemed at their par amounts, IIS have regular
adjustments to their interest payments and redemption value to compensate for
the loss of purchasing power from inflation. The Fund's income will be comprised
primarily of coupon interest payments and inflation adjustments to IIS held.
Both of the components will be accrued daily and paid monthly to shareholders.
The Investment Adviser may invest the assets of the Fund in IIS issued by
the U.S. Government, its agencies or instrumentalities (including mortgage
backed securities), sovereign foreign governments and their agencies or
instrumentalities and, U.S. and foreign corporations and banks. All IIS
purchased by the Investment Adviser must be rated at least A by Moody's
Investors Service, Inc. or Standard & Poor's Corporation (or, if unrated,
determined by the Investment Adviser to be of comparable quality).
The Investment Adviser may also invest the assets of the Fund in U.S.
Government securities or securities of its agencies or instrumentalities which
are not indexed to inflation, if at any time the Investment Adviser believes
that there is an inadequate supply of appropriate IIS in which to invest or if
the Investment Adviser believes that these issues will provide superior returns
or liquidity. The Investment Adviser buys from among the available issues those
securities that will provide the maximum relative value to the Fund.
The Investment Adviser buys and sells securities denominated in currencies
other than the U.S. dollar, and interest, dividends and sale proceeds are
received in currencies other than the U.S. dollar. The Investment Adviser enters
into foreign currency exchange transactions from time to time to convert to and
from different foreign currencies and to convert foreign currencies to and from
the U.S. dollar. Futures contracts on stock indexes may be entered into for the
Fund solely as a hedge against changes in the market value of portfolio
securities or securities intended to be purchased. Forward foreign exchange
contracts may be entered into on behalf of the Fund in order to protect the
dollar value of securities denominated in foreign currencies that are held or
intended to be purchased.
PRINCIPAL RISK FACTORS
================================================================================
The principal risks of investing in the Fund and the circumstances
reasonably likely to adversely affect an investment are described below. The
share price of the Fund changes daily based on market conditions and other
factors. A shareholder may lose money by investing in the Fund.
The principal risks of investing in the Fund are:
3
<PAGE>
o Market Risk:
This is the risk that the price of a security will fall due to changing
economic, political or market conditions, or due to a company's individual
situation.
o Interest Rate Risk:
As interest rates rise, bond prices fall. Generally, bonds with longer
maturities are more sensitive to interest rate movements than those with shorter
maturities.
"Real" interest rates (the market rate of interest less the rate of
inflation) change over time either because of a change in what investors require
for lending their money or an anticipated change in the rate of inflation. IIS
prices will move up or down when real rates change, since these securities were
sold originally based upon a "real" interest rate that is no longer prevailing.
Should market expectations for real interest rates rise, the price of IIS and
the share price of the Fund will fall.
o The IIS Market:
IIS in which the Fund may invest are relatively new securities subject to
possible illiquidity. It is not possible to predict with assurance how the
market for IIS will mature. While the U.S. Treasury expects that there will be
an active secondary market for IIS issued by it, that market may not be as
active or liquid as the secondary market for fixed-principal Treasury
securities. As a result, there may be larger spreads between bid and asked
prices for such IIS than the bid-asked spreads for fixed principal securities
with the same remaining maturity. Larger bid-asked spreads ordinarily result in
higher transaction costs and, thus, lower overall returns.
o Indexing Methodology:
IIS's principal and interest will be adjusted for inflation as measured by
a predetermined index such as the Consumer Price Index. The Fund's performance
could be effected if the index used does not accurately reflect the true rate of
inflation.
o Credit Risk:
Credit risk is the likelihood that an issuer will default on interest or
principal payments. The Investment Adviser invests in bonds with a rating of A
or better, which reduces the Fund's exposure to credit risk.
o Foreign Investment Risk:
Investing in securities of foreign issuers involves risks not typically
associated with investing in securities of domestic issuers.
Changes in political or social conditions, diplomatic relations, or
limitation on the removal of funds or assets may adversely affect the value of
the investments of the Fund. Changes in government administrations or economic
or monetary policies in the United States or abroad could result in appreciation
or depreciation of portfolio securities and could favorably or unfavorably
affect the Fund's operations. The economies of individual foreign nations differ
from the U.S. economy, whether favorably or unfavorably, in areas such as growth
of gross domestic product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position. Interest paid by foreign
issuers may be subject to withholding and other foreign taxes which may decrease
the net return on foreign investments as compared to interest paid to the Fund
by domestic issuers.
Because foreign securities generally are denominated and pay interest in
foreign currencies, and the Fund holds various foreign currencies from time to
time, the value of the net assets of the Fund as measured in U.S. dollars is
affected favorably or unfavorably by changes in exchange rates. The Fund also
incurs costs in connection with conversion between various currencies.
Investments in the Fund are neither insured nor guaranteed by the U.S.
Government. Shares of the Fund are not deposits or obligations of, or guaranteed
by, Brown Brothers Harriman & Co. or any other bank, and the shares are not
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other federal, state or other governmental agency.
4
<PAGE>
FUND PERFORMANCE
================================================================================
The chart and table below give an indication of the Fund's risks. The
chart shows changes in the Fund's performance from year to year. The table shows
how the Fund's average annual returns for the periods indicated compare to those
of a broad measure of market performance as well as an index of funds with
similar objectives.
When you consider this information, please remember that the Fund's
performance in past years is not an indication of how the Fund will do in the
future.
Total Return (% per calendar year)
[Graph Depicted by a Bar Chart]
1993 1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ---- ----
7.00 -2.36 12.78 3.47 2.29 4.67 3.46
- --------------------------------------------------------------------------------
Highest and Lowest Return
(Quarterly 1993-1999)
- --------------------------------------------------------------------------------
Return Quarter Ending
Highest 4.20% 6/30/95
Lowest (1.76)% 3/31/94
- --------------------------------------------------------------------------------
Average Annual Total Returns
(through December 31, 1999)
- --------------------------------------------------------------------------------
1 Year 5 Years Life of Fund
(Since 7/23/92)
Inflation-Indexed Securities Fund 3.46% 5.72% 4.36%
3-Year Treasury 1.43% 6.73% 5.45%
Salomon Brothers Inflation
Link Securities Index* 2.39% n/a n/a
- ----------
* Index commenced operation March 28, 1997. Since IIS's eliminate the
uncertainty of inflation, the Investment Adviser believes that the
volatility of the 10-year IIS is closest to the volatility of a 3-year
Treasury.
5
<PAGE>
FEES AND EXPENSES OF THE FUND
The tables below describe the fees and expenses that an investor may pay
if that investor buys and holds shares of the Fund.
SHAREHOLDER FEES
(Fees paid directly from an investor's account)
Maximum Sales Charge (Load)
Imposed on Purchases ........................................... None
Maximum Deferred Sales Charge (Load) ........................... None
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends ................................ None
Redemption Fee ................................................. None
Exchange Fee ................................................... None
ANNUAL FUND OPERATING EXPENSES
(Expenses that are deducted from Fund assets as
a percentage of average net assets)
Other Expenses
Administration Fee ........................................... 0.10%
Expense Payment Agreement .................................... 0.55
----
Total Annual Fund Operating Expenses(1) ........................ 0.65%
====
- ----------
1 The expense payment arrangement is a contractual arrangement which limits
the total annual fund operating expenses to 0.65%. Included within the
expense payment agreement is a management fee of 0.25% and a shareholder
servicing/ eligible institution fee of 0.25%.
EXAMPLE
This example is intended to help an investor compare the cost of investing
in the Fund to the cost of investing in other mutual funds. The example assumes
that an investor invests $10,000 in the Fund for the time periods indicated and
then sells all of his shares at the end of those periods. The example also
assumes that an investment has a 5% return each year and that the Fund's
operating expenses remain the same as shown in the table above. Although actual
costs on an investor's investment may be higher or lower, based on these
assumptions the investor's costs would be:
1 year ......................................... $ 122
3 years ........................................ $ 381
5 years ........................................ $ 660
10 years ........................................ $1,455
6
<PAGE>
INVESTMENT ADVISER
================================================================================
The Investment Adviser to the Fund is Brown Brothers Harriman & Co.,
Private Bankers, a New York limited partnership established in 1818. The firm is
subject to examination and regulation by the Superintendent of Banks of the
State of New York and by the Department of Banking of the Commonwealth of
Pennsylvania. The firm is also subject to supervision and examination by the
Commissioner of Banks of the Commonwealth of Massachusetts. The Investment
Adviser is located at 59 Wall Street, New York, NY 10005.
The Investment Adviser provides investment advice and portfolio management
services to the Fund. Subject to the general supervision of the Directors of The
59 Wall Street Fund, Inc. (the Corporation), the Investment Adviser makes the
day-to-day investment decisions for the Fund, places the purchase and sale
orders for the portfolio transactions of the Fund, and generally manages the
Fund's investments. The Investment Adviser also analyzes and monitors economic
trends, monetary policy and bond credit ratings on a continuous basis. The
holdings of the Fund are regularly reviewed in an effort to enhance returns. The
Investment Adviser provides a broad range of investment management services for
customers in the United States and abroad. At December 31, 1999, it managed
total assets of approximately $35 billion.
A team of individuals manages the Fund's portfolio on a day-to-day basis.
This team includes Mr. Glenn E. Baker, Mr. John P. Nelson and Mr. James J.
Evans. Mr. Baker holds both a B.A. and a M.B.A. from the University of Michigan
and is a Chartered Financial Analyst. He joined Brown Brothers Harriman & Co. in
1991. Mr. Nelson holds a B.S. from St. Vincent's College. He joined Brown
Brothers Harriman & Co. In 1987. Mr. Evans holds a B.S. from the University of
Delaware and a M.B.A. from New York University and is a Chartered Financial
Analyst. He joined Brown Brothers Harriman & Co. in 1996. Prior to joining Brown
Brothers Harriman & Co., he worked for Fleet Investment Advisers.
The Fund pays the Investment Adviser an annual fee, computed daily and
payable monthly, equal to 0.25% of the average daily net assets of the Fund.
This fee compensates the Investment Adviser for its services and its expenses
(such as salaries of its personnel).
SHAREHOLDER INFORMATION
================================================================================
NET ASSET VALUE
The Corporation determines the Fund's net asset value per share once daily
at 4:00 P.M., New York time on each day the New York Stock Exchange is open for
regular trading. The determination of the Fund's net asset value is made by
subtracting from the value of the total net assets of the Fund the amount of its
liabilities and dividing the difference by the number of shares of the Fund
outstanding at the time the determination is made.
The Corporation values the assets in the Fund's portfolio on the basis of
their market quotations and valuations provided by independent pricing services.
If quotations are not readily available, the assets are valued at fair value in
accordance with procedures established by the Directors of the Corporation.
PURCHASE OF SHARES
The Corporation offers shares of the Fund on a continuous basis at its net
asset value without a sales charge. The Corporation reserves the right to
determine the purchase orders for Fund shares that it will accept. Investors may
purchase shares on any day the net asset value is calculated if the Corporation
receives the purchase order, including acceptable payment for such order, prior
to such
7
<PAGE>
calculation. The Corporation then executes purchases of Fund shares at the net
asset value per share next determined. Shares are entitled to dividends
declared, if any, starting as of the first business day following the day the
Corporation executes the purchase order on the books of the Corporation.
An investor who has an account with an Eligible Institution or a Financial
Intermediary may place purchase orders for Fund shares through that Eligible
Institution or Financial Intermediary which holds such shares in its name on
behalf of that customer pursuant to arrangements made between that customer and
that Eligible Institution or Financial Intermediary. Each Eligible Institution
and each Financial Intermediary may establish and amend from time to time a
minimum initial and a minimum subsequent purchase requirement for its customers.
Currently, such minimum purchase requirements range from $500 to $5,000. Each
Eligible Institution or Financial Intermediary arranges payment for Fund shares
on behalf of its customers. An Eligible Institution or a Financial Intermediary
may charge a transaction fee on the purchase of Fund shares.
An investor who does not have an account with an Eligible Institution or a
Financial Intermediary must place purchase orders for Fund shares with the
Corporation through Brown Brothers Harriman & Co., the Fund's Shareholder
Servicing Agent. Such an investor has such shares held directly in the
investor's name on the books of the Corporation and is responsible for arranging
for the payment of the purchase price of Fund shares. The Corporation executes
all purchase orders for initial and subsequent purchases at the net asset value
per share next determined after the Corporation's transfer agent, State Street
Bank and Trust Company, has received payment in the form of a cashier's check
drawn on a U.S. bank, a check certified by a U.S. bank or a wire transfer. The
Shareholder Servicing Agent has established a minimum initial purchase
requirement for the Fund of $100,000 and a minimum subsequent purchase
requirement for the Fund of $25,000. The Shareholder Servicing Agent may amend
these minimum purchase requirements from time to time.
REDEMPTION OF SHARES
The Corporation executes your redemption request at the next net asset
value calculated after the Corporation receives your redemption request. Shares
continue to earn dividends declared, if any, through the business day that the
Corporation executes the redemption request on the books of the Corporation.
Shareholders must redeem shares held by an Eligible Institution or a
Financial Intermediary on behalf of such shareholder pursuant to arrangements
made between that shareholder and that Eligible Institution or Financial
Intermediary. The Corporation pays proceeds of a redemption to that
shareholder's account at that Eligible Institution or Financial Intermediary on
a date established by the Eligible Institution or Financial Intermediary. An
Eligible Institution or a Financial Intermediary may charge a transaction fee on
the redemption of Fund shares.
Shareholders may redeem shares held directly in the name of a shareholder
on the books of the Corporation by submitting a redemption request to the
Corporation through the Shareholder Servicing Agent. The Corporation pays
proceeds resulting from such redemption directly to the shareholder generally on
the next business day after the redemption request is executed, and in any event
within seven days.
Redemptions by the Corporation
The Shareholder Servicing Agent has established a minimum account size of
$25,000, which may be amended from time to time. If the value of a shareholder's
holdings in the Fund falls below that amount because of a redemption of shares,
the Corporation may redeem the shareholder's remaining shares. If such remaining
shares are to be redeemed, the Corporation notifies the shareholder and allows
the shareholder 60 days to make an additional investment to meet the
8
<PAGE>
minimum requirement before the redemption is processed. Each Eligible
Institution and each Financial Intermediary may establish and amend from time to
time for their respective customers a minimum account size, each of which is
currently lower than that established by the Shareholder Servicing Agent.
Further Redemption Information
Redemptions of shares are taxable events on which a shareholder may
realize a gain or a loss.
The Corporation has reserved the right to pay the amount of a redemption
from the Fund, either totally or partially, by a distribution in kind of
securities (instead of cash) from the Fund.
The Corporation may suspend a shareholder's right to receive payment with
respect to any redemption or postpone the payment of the redemption proceeds for
up to seven days and for such other periods as applicable law may permit.
Redemptions may be suspended or payment dates postponed when the NYSE is closed
(other than weekends or holidays), when trading on the NYSE is restricted, or as
permitted by the SEC.
DIVIDENDS AND DISTRIBUTIONS
The Corporation declares and pays to shareholders substantially all of the
Fund's net income and realized net short-term capital gains as a dividend
monthly, and substantially all of the Fund's realized net long-term capital
gains, if any, annually as a capital gains distribution. The Corporation may
make an additional dividend and/or capital gains distribution in a given year to
the extent necessary to avoid the imposition of federal excise tax on the Fund.
The Corporation pays dividends and capital gains distributions to shareholders
of record on the record date.
Unless a shareholder whose shares are held directly in the shareholder's
name on the books of the Corporation elects to have dividends and capital gains
distributions paid in cash, the Corporation automatically reinvests dividends
and capital gains distributions in additional Fund shares without reference to
the minimum subsequent purchase requirement.
Each Eligible Institution and each Financial Intermediary may establish
its own policy with respect to the reinvestment of dividends and capital gains
distributions in additional Fund shares.
TAXES
Dividends are taxable to shareholders of the Fund as ordinary income,
whether such dividends are paid in cash or reinvested in additional shares.
Capital gains may be taxable at different rates depending on the length of time
the Fund holds its assets. Capital gains distributions are taxable to
shareholders as long-term capital gains, whether paid in cash or reinvested in
additional shares and regardless of the length of time a particular shareholder
has held Fund shares.
The treatment of the Fund and its shareholders in those states which have
income tax laws might differ from treatment under the federal income tax laws.
Therefore, distributions to shareholders may be subject to additional state and
local taxes. Shareholders are urged to consult their tax advisors regarding any
state or local taxes.
Foreign Investors
The Fund is designed for investors who are either citizens of the United
States or aliens subject to United States income tax. Prospective investors who
are not citizens of the United States and who are not aliens subject to United
States income tax are subject to United States withholding tax on the entire
amount of all dividends. Therefore, such investors should not invest in the Fund
since alternative investments are available which would not be subject to United
States withholding tax.
9
<PAGE>
FINANCIAL HIGHLIGHTS
================================================================================
The financial highlights table is intended to help an investor understand
the Fund's financial performance for the past five years. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche llp,
whose report, along with the Fund's financial statements, are included in the
annual report, which is available upon request.
<TABLE>
<CAPTION>
For the years ended October 31
---------------------------------------------------------------------
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year .......... $ 9.52 $ 9.51 $ 9.67 $ 9.76 $ 9.37
Income from investment operations:
Net investment income .................... 0.48 0.45 0.48 0.55 0.54
Net realized and unrealized gain (loss) .. (0.26) 0.01 (0.16) (0.09) 0.39
Less dividends and distributions:
From net investment income ............... (0.48) (0.45) (0.48) (0.55) (0.54)
------- ------- ------- ------- -------
Net asset value, end of year ................ $ 9.26 $ 9.52 $ 9.51 $ 9.67 $ 9.76
======= ======= ======= ======= =======
Total Return1 ............................... 2.43% 4.98% 3.40% 4.88% 10.26%
Ratios/Supplemental Data:
Net assets, end of year (000's omitted) .. $11,789 $12,594 $13,744 $16,821 $10,830
Expenses as a percentage of
average net assets1 .................... 0.65% 0.65% 0.73% 0.85% 0.85%
Ratio of net investment income to
average net assets ....................... 5.14% 4.48% 4.99% 5.73% 5.66%
Portfolio turnover rate .................... 899% 305% 372% 114% 228%
- ----------
1 Had the expense payment agreement not been in place, the ratio of expenses to
average net assets and total return would have been as follows:
Ratio of expenses to average net assets . 1.19% 1.15% 1.24% 1.40% 1.40%
Total Return ............................ 1.89% 4.45% 2.89% 4.33% 9.71%
Furthermore, the ratio of expenses to average net assets for the year ended
October 31, 1999, 1998, 1997, 1996 and 1995 reflect fees paid with brokerage
commissions and fees reduced in connection with specific agreements. Had
these arrangements not been in place, the ratio would have been 1.20%, 1.15%,
1.26%, 1.42% and 1.43% respectively.
</TABLE>
10
<PAGE>
The 59 Wall Street
Inflation-Indexed
Securities Fund
More information on the Fund is available free upon request, including the
following:
o Annual/Semi-Annual Report
Describes the Fund's performance, lists portfolio holdings and contains a letter
from the Fund's Investment Adviser discussing recent market conditions, economic
trends and Fund strategies that significantly affected the Fund's performance
during its last fiscal year.
o Statement of Additional Information (SAI)
Provides more details about the Fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
To obtain information or make shareholder inquiries:
o By telephone
Call 1-800-625-5759
o By mail write to the Fund's Shareholder
Servicing Agent:
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
o By E-mail send your request to:
[email protected]
o On the Internet:
Text-only versions of Fund documents can be viewed
online or downloaded from:
Brown Brothers Harriman & Co.
http://www.bbhco.com
SEC
http://www.sec.gov
You can also review or obtain copies by visiting the SEC's Public Reference Room
in Washington, DC or by sending your request and a duplicating fee to the SEC's
Public Reference Section, Washington, DC 20549-0102. Information on the
operations of the Public Reference Room may be obtained by calling
1-202-942-8090. Additionally, this information is available on the EDGAR
database at the SEC's internet site at http://www.sec.gov. A copy may be
obtained, after paying a duplicating fee, by electronic request at the following
e-mail address: [email protected].
SEC file number: 811-06139
Inflation-Indexed Securities Fund
Prospectus
March 1, 2000
<PAGE>
================================================================================
PROSPECTUS
The 59 Wall Street European Equity Fund
The 59 Wall Street Pacific Basin Equity Fund
The 59 Wall Street International Equity Fund
21 Milk Street, Boston, Massachusetts 02109
================================================================================
The European Equity Fund, the Pacific Basin Equity Fund and the
International Equity Fund are separate series of The 59 Wall Street Fund, Inc.
Shares of each Fund are offered by this Prospectus.
Each of the European Equity Fund, Pacific Basin Equity Fund and
International Equity Fund invests all of its assets in the European Equity
Portfolio, Pacific Basin Equity Portfolio and International Equity Portfolio,
respectively. Brown Brothers Harriman & Co. is the Investment Adviser for the
European Equity Portfolio, the Pacific Basin Equity Portfolio and the
International Equity Portfolio and the Administrator and Shareholder Servicing
Agent of each Fund. Shares of each Fund are offered at net asset value without a
sales charge.
- --------------------------------------------------------------------------------
Neither The Securities And Exchange Commission Nor Any State Securities
Commission Has Approved Or Disapproved Of These Securities Or
Passed Upon The Adequacy Or Accuracy Of This Prospectus.
Any Representation To The Contrary Is A Criminal Offense.
- --------------------------------------------------------------------------------
The date of this Prospectus is March 1, 2000.
<PAGE>
TABLE OF CONTENTS
Page
----
Investment Objective ..................................................... 3
Investment Strategies .................................................... 3
Principal Risk Factors ................................................... 4
Fund Performance ......................................................... 6
Fees and Expenses of the Funds ........................................... 9
Investment Adviser ....................................................... 10
Shareholder Information .................................................. 10
Financial Highlights ..................................................... 13
Additional Information ................................................... 15
2
<PAGE>
INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
The investment objective of each Fund is to provide investors with
long-term maximization of total return, primarily through capital appreciation.
INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------
European Equity Fund
The European Equity Fund invests all of its assets in the European Equity
Portfolio, an investment company that has the same objective as the Fund. Under
normal circumstances the Investment Adviser fully invests the assets of the
European Equity Portfolio in equity securities of companies based in the
European Union (Belgium, Denmark, France, Germany, Greece, Ireland, Italy,
Luxembourg, Netherlands, Portugal, Spain, United Kingdom), as well as Austria,
Czech Republic, Finland, Hungary, Norway, Poland, Romania, Sweden, Switzerland,
Slovakia and Turkey.
Pacific Basin Equity Fund
The Pacific Basin Equity Fund invests all of its assets in the Pacific
Basin Equity Portfolio, an investment company that has the same objective as the
Fund. Under normal circumstances the Investment Adviser fully invests the assets
of the Pacific Basin Equity Portfolio in equity securities of companies based in
Pacific Basin countries, including Australia, Bangladesh, China, Hong Kong,
India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, Philippines,
Singapore, Sri Lanka, South Korea, Taiwan and Thailand.
International Equity Fund
The International Equity Fund invests all of its assets in the
International Equity Portfolio, an investment company that has the same
objective as the Fund. Under normal circumstances the Investment Adviser fully
invests the assets of the International Equity Portfolio in equity securities of
companies based outside the United States and Canada in the developed markets of
the world. These markets include Australia, Austria, Belgium, Denmark, Finland,
France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia, Netherlands, New
Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and United
Kingdom.
Each Fund
Although the Investment Adviser expects to invest the assets of each
Portfolio primarily in common stocks, it may also purchase other securities with
equity characteristics, including securities convertible into common stock,
rights and warrants. The Investment Adviser may purchase these equity securities
directly or in the form of American Depositary Receipts, Global Depositary
Receipts or other similar securities representing securities of foreign-based
companies. Although the Investment Adviser invests primarily in equity
securities which are traded on foreign or domestic national securities
exchanges, the Investment Adviser may also purchase equity securities which are
traded in foreign or domestic over-the-counter markets. The Investment Adviser
may invest in securities of appropriate investment companies in order to obtain
participation in markets or market sectors which restrict foreign investment or
to obtain more favorable investment terms.
The Investment Adviser seeks to add value in international markets
primarily through stock selection, with regional/country allocation used only as
a risk management tool. The Investment Adviser's stock selection process places
emphasis on large capitalization and globally competitive companies. The non-US
equity research universe is comprised of approximately 300 companies that have a
minimum market capitalization of $2 billion and that have strong underlying
fundamentals such as leading industry position, effective management,
3
<PAGE>
competitive products and services, high or improving return on investment and a
sound financial structure.
A bottom-up analysis of companies in the universe identifies earnings
growth potential or, where appropriate, improved return on equity/assets.
Simultaneously, quantitative tools such as discounted cash flow models (DCF),
economic value-added analysis (EVA), and cash flow return on investment (CFROI),
are applied to assess current and future value, and to differentiate companies
within the universe. This process ultimately produces an Attractive Investment
Opportunities List with issues appropriate for inclusion in each Portfolio.
Portfolio construction in each Portfolio is the result of selecting issues
from the Attractive Opportunities List which, when combined with regional
allocation policies, benchmark considerations, and risk management, will produce
a well-diversified portfolio expected to outperform its benchmark over a 12-18
month time horizon.
The Investment Adviser buys and sells securities denominated in currencies
other than the U.S. dollar, and interest, dividends and sale proceeds are
received in currencies other than the U.S. dollar. The Investment Adviser enters
into foreign currency exchange transactions from time to time to convert to and
from different foreign currencies and to convert foreign currencies to and from
the U.S. dollar. Futures contracts on stock indexes may be entered into for a
Portfolio solely as a hedge against changes in the market value of portfolio
securities or securities intended to be purchased. Forward foreign exchange
contracts may be entered into on behalf of a Portfolio in order to protect the
dollar value of securities denominated in foreign currencies that are held or
intended to be purchased.
PRINCIPAL RISK FACTORS
- --------------------------------------------------------------------------------
The principal risks of investing in each Fund and the circumstances
reasonably likely to adversely affect an investment are described below. The
share price of each Fund changes daily based on market conditions and other
factors. A shareholder may lose money by investing in the Funds.
The principal risks of investing in the Funds are:
o Market Risk:
This is the risk that the price of a security will fall due to changing
economic, political or market conditions, or due to a company's individual
situation.
o Foreign Investment Risk:
Investing in equity securities of foreign-based companies involves risks
not typically associated with investing in equity securities of companies
organized and operated in the United States.
Changes in political or social conditions, diplomatic relations,
confiscatory taxation, expropriation, nationalization, limitation on the removal
of funds or assets, or imposition of (or change in) exchange control or tax
regulations may adversely affect the value of such investments. Changes in
government administrations or economic or monetary policies in the United States
or abroad could result in appreciation or depreciation of portfolio securities
and could favorably or unfavorably affect the operations of the European Equity
Portfolio, Pacific Basin Equity Portfolio or International Equity Portfolio. The
economies of individual foreign nations differ from the U.S. economy, whether
favorably or unfavorably, in areas such as growth of gross domestic product,
rate of inflation, capital reinvestment, resource self-sufficiency and balance
of payments position. It may be more difficult to obtain and enforce a judgment
against a foreign company. Dividends and interest paid by foreign issuers may be
subject to withholding and other foreign taxes which may decrease the net return
on foreign investments as compared to dividends and interest paid to other funds
by domestic companies.
4
<PAGE>
In general, less information is publicly available with respect to
foreign-based companies than is available with respect to U.S. companies. Most
foreign-based companies are also not subject to the uniform accounting and
financial reporting requirements applicable to companies based in the United
States.
In addition, while the volume of transactions effected on foreign stock
exchanges has increased in recent years, in most cases it remains appreciably
below that of the New York Stock Exchange. Accordingly, foreign investments are
less liquid and their prices are more volatile than comparable investments in
securities of U.S. companies. Moreover, the settlement periods for foreign
securities, which are often longer than those for securities of U.S. companies,
may affect portfolio liquidity. In buying and selling securities on foreign
exchanges, fixed commissions are normally paid that are generally higher than
the negotiated commissions charged in the United States. In addition, there is
generally less government supervision and regulation of securities exchanges,
brokers and companies in foreign countries than in the United States.
The foreign investments made by the Investment Adviser are in compliance
with the currency regulations and tax laws of the United States and foreign
governments. There may also be foreign government regulations and laws which
restrict the amounts and types of foreign investments.
Because foreign securities generally are denominated and pay dividends or
interest in foreign currencies, and each Portfolio holds various foreign
currencies from time to time, the value of their respective net assets as
measured in U.S. dollars is affected favorably or unfavorably by changes in
exchange rates. Each Portfolio also incurs costs in connection with conversion
between various currencies.
o Developing Countries:
The Investment Adviser may invest the assets of the European Equity
Portfolio and the International Equity Portfolio in securities of issuers based
in developing countries. The Investment Adviser may invest a substantial portion
of the assets of the Pacific Basin Equity Portfolio in the securities of issuers
based in developing countries. Investments in securities of issuers in
developing countries may involve a high degree of risk and many may be
considered speculative. These investments carry all of the risks of investing in
securities of foreign issuers outlined in this section to a heightened degree.
These heightened risks include (i) greater risks of expropriation, confiscatory
taxation, nationalization, and less social, political and economic stability;
(ii) the small current size of the markets for securities of issuers in
developing countries and the currently low or non-existent volume of trading,
resulting in lack of liquidity and in price volatility; (iii) certain national
policies which may restrict the Portfolios' investment opportunities including
restrictions on investing in issuers or industries deemed sensitive to relevant
national interests; and (iv) the absence of developed legal structures governing
private or foreign investment and private property.
o Diversification Risk:
Each Fund and each Portfolio is classified as "non-diversified" for
purposes of the Investment Company Act of 1940, as amended, which means that it
is not limited by that Act with regard to the portion of its assets that may be
invested in the securities of a single issuer. The Portfolio is however limited
with respect to such assets by certain requirements of federal tax law. The
possible assumption of large positions in the securities of a small number of
issuers may cause performance to fluctuate to a greater extent than that of a
diversified investment company as a result of changes in the financial condition
or in the market's assessment of the issuers.
5
<PAGE>
Investments in the Funds are neither insured nor guaranteed by the U.S.
Government. Shares of the Funds are not deposits or obligations of, or
guaranteed by, Brown Brothers Harriman & Co. or any other bank, and the shares
are not insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other federal, state or other governmental agency.
FUND PERFORMANCE
- --------------------------------------------------------------------------------
The charts and tables below give an indication of the Funds' risks. The
charts show changes in the Funds' performance from year to year. The tables show
how the Funds' average annual returns for the periods indicated compare to those
of a broad measure of market performance.
When you consider this information, please remember that a Fund's
performance in past years is not an indication of how that Fund will do in the
future.
EUROPEAN EQUITY FUND
Total Return (% per calendar year)
[The following information was depicted as a line chart in the printed material]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995 1996 1997 1998 1999
- ---- ---- ---- ---- ---- ---- ---- ---- ----
9.25 7.53 27.12 -3.93 16.49 19.25 15.28 24.17 21.42
</TABLE>
- --------------------------------------------------------------------------------
Highest and Lowest Return
(Quarterly 1991-1999)
- --------------------------------------------------------------------------------
Return Quarter Ending
Highest 22.08% 12/31/99
Lowest (15.55)% 9/30/98
- --------------------------------------------------------------------------------
Average Annual Total Returns
(through December 31, 1999)
- --------------------------------------------------------------------------------
1 Year 5 Years Life of Fund
(Since 10/31/90)
European Equity Fund 21.42% 19.28% 14.24%
MSCI-Europe 15.90% 22.12% 15.85%
- --------------------------------------------------------------------------------
6
<PAGE>
PACIFIC BASIN EQUITY FUND
Total Return (% per calendar year)
[The following information was depicted as a line chart in the printed material]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ---- ---- ---- ----
13.64 6.15 74.90 -21.50 3.49 -0.71 -20.13 4.91 120.16
</TABLE>
- --------------------------------------------------------------------------------
Highest and Lowest Return
(Quarterly 1991-1999)
- --------------------------------------------------------------------------------
Return Quarter Ending
Highest 36.69% 12/31/93
Lowest (16.42)% 3/31/94
- --------------------------------------------------------------------------------
Average Annual Total Returns
(through December 31, 1999)
- --------------------------------------------------------------------------------
1 Year 5 Years Life of Fund
(Since 10/31/90)
Pacific Basin Equity Fund 120.16% 13.64% 12.77%
MSCI-Pacific 57.63% 2.48% 4.19%
- --------------------------------------------------------------------------------
7
<PAGE>
INTERNATIONAL EQUITY FUND
Total Return (% per calendar year)
[The following information was depicted as a line chart in the printed material]
1996 1997 1998 1999
---- ---- ---- ----
8.05 1.05 16.17 44.60
- --------------------------------------------------------------------------------
Highest and Lowest Return
(Quarterly 1995-1999)
- --------------------------------------------------------------------------------
Return Quarter Ending
Highest 24.28% 12/31/99
Lowest (13.77)% 9/30/98
- --------------------------------------------------------------------------------
Average Annual Total Returns
(through December 31, 1999)
- --------------------------------------------------------------------------------
1 Year Life of Portfolio
(Since 4/1/95)
International Equity Fund 44.60% 15.19%
MSCI-EAFE 26.97% 13.11%
- --------------------------------------------------------------------------------
Historical performance information for the Fund for any period or portion
thereof prior to its commencement of operations (6/6/97), is that of the
Portfolio as adjusted to reflect all fees and expenses of the Fund.
8
<PAGE>
FEES AND EXPENSES OF THE FUNDS
- --------------------------------------------------------------------------------
The tables below describe the fees and expenses that an investor may pay
if that investor buys and holds shares of the Funds.
SHAREHOLDER FEES
(Fees paid directly from an investor's account)
<TABLE>
<CAPTION>
European Pacific Basin International
Equity Fund Equity Fund Equity Fund
----------- ----------- -----------
<S> <C> <C> <C>
Maximum Sales Charge (Load)
Imposed on Purchases .............................................. None None None
Maximum Deferred Sales Charge (Load) .............................. None None None
Maximum Sales Charge (Load)
Imposed on Reinvested Dividends ................................... None None None
Redemption Fee .................................................... None None None
Exchange Fee ...................................................... None None None
</TABLE>
ANNUAL FUND OPERATING EXPENSES(1)
(Expenses that are deducted from Fund assets as a percentage of average net
assets)
<TABLE>
<CAPTION>
European Pacific Basin International
Equity Fund Equity Fund Equity Fund
----------- ----------- -----------
<S> <C> <C> <C>
Management Fees ................................................... 0.65% 0.65% 0.65%
Distribution (12b-1) Fees ......................................... None None None
Other Expenses
Administration Fee ............................................. 0.16% 0.16% 0.16%
Shareholder Servicing/Eligible Institution Fee ................. 0.25 0.25 0.25
Other Expenses ................................................. 0.28 0.69 0.34 0.75 0.44(2) 0.85
---- ---- ---- ---- ---- ----
Total Annual Fund Operating Expenses .............................. 1.34%(3) 1.40%(3) 1.50%
==== ==== ====
</TABLE>
- ---------------
(1) The expenses shown for each Fund include the expenses of its corresponding
Portfolio.
(2) These expenses are paid pursuant to expense payment arrangements.
(3) The annual fund operating expenses have been restated for the past fiscal
year for purposes of this table to reflect fees currently in effect.
EXAMPLE(4)
This example is intended to help an investor compare the cost of investing
in the Funds to the cost of investing in other mutual funds. The example assumes
that an investor invests $10,000 in a Fund for the time periods indicated and
then sells all of his shares at the end of those periods. The example also
assumes that an investment has a 5% return each year and that the Funds'
operating expenses remain the same as shown in the table above. Although actual
costs on an investor's investment may be higher or lower, based on these
assumptions the investor's costs would be:
<TABLE>
<CAPTION>
European Pacific Basin International
Equity Fund Equity Fund Equity Fund
----------- ----------- -----------
<S> <C> <C> <C>
1 year ................................ $ 136 $ 143 $ 153
3 years ............................... $ 425 $ 443 $ 474
5 years ............................... $ 734 $ 766 $ 818
10 years ............................... $1,613 $1,680 $1,791
</TABLE>
- ------------------
(4) The example above reflects the expenses of each Fund and its corresponding
Portfolio.
9
<PAGE>
INVESTMENT ADVISER
- --------------------------------------------------------------------------------
The Investment Adviser to each Portfolio is Brown Brothers Harriman & Co.,
Private Bankers, a New York limited partnership established in 1818. The firm is
subject to examination and regulation by the Superintendent of Banks of the
State of New York and by the Department of Banking of the Commonwealth of
Pennsylvania. The firm is also subject to supervision and examination by the
Commissioner of Banks of the Commonwealth of Massachusetts. The Investment
Adviser is located at 59 Wall Street, New York, NY 10005.
The Investment Adviser provides investment advice and portfolio management
services to each Portfolio. Subject to the general supervision of the Trustees
of each Portfolio, the Investment Adviser makes the day-to-day investment
decisions for each Portfolio, places the purchase and sale orders for the
portfolio transactions of each Portfolio, and generally manages each Portfolio's
investments. The Investment Adviser provides a broad range of investment
management services for customers in the United States and abroad. At December
31, 1999, it managed total assets of approximately $35 billion.
A team of individuals manages each Portfolio on a day-to-day basis. This
team includes Mr. Young Chin, Mr. G. Scott Clemons, Mr. Paul J. Fraker, Mr.
Mohammad Rostom and Ms. Kayoko Kanari. Mr. Chin holds a B.A. and M.B.A. from the
University of Chicago. He joined Brown Brothers Harriman & Co. in 1999. Prior to
joining Brown Brothers Harriman & Co., he worked at Blackrock Financial
Management. Mr. Clemons holds a A.B. from Princeton University and is a
Chartered Financial Analyst. He joined Brown Brothers Harriman & Co. in 1990.
Mr. Fraker holds a B.A. from Carleton College and a M.A. from Johns Hopkins
University. He joined Brown Brothers Harriman & Co. in 1996. Prior to joining
Brown Brothers Harriman & Co., he worked for Clay Finlay. Mr. Rostom holds a
B.S. from Rochester Institute of Technology and a M.A. from Temple University.
He joined Brown Brothers Harriman & Co. in 1997. Prior to joining Brown Brothers
Harriman & Co., he worked for Kulicke & Soffa Industries. Ms. Kanari holds a
B.A. from Columbia University. She joined Brown Brothers Harriman & Co. in 1999.
Prior to joining Brown Brothers Harriman & Co., she worked for Morgan Stanley.
European Equity Portfolio, Pacific Basin Equity Portfolio and
International Equity Portfolio each pays the Investment Adviser an annual fee,
computed daily and payable monthly, equal to 0.65% of the average daily net
assets of each Portfolio. This fee compensates the Investment Adviser for its
services and its expenses (such as salaries of its personnel).
SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------
NET ASSET VALUE
The Corporation determines each Fund's net asset value per share once
daily at 4:00 P.M., New York time on each day the New York Stock Exchange is
open for regular trading. The determination of each Fund's net asset value is
made by subtracting from the value of the total net assets of each Fund the
amount of its liabilities and dividing the difference by the number of shares of
each Fund outstanding at the time the determination is made.
Each Portfolio values its assets on the basis of their market quotations
and valuations provided by independent pricing services. If quotations are not
readily available, the assets are valued at fair value in accordance with
procedures established by the Portfolio's Trustees.
10
<PAGE>
PURCHASE OF SHARES
The Corporation offers shares of each Fund on a continuous basis at their
net asset value without a sales charge. The Corporation reserves the right to
determine the purchase orders for Fund shares that it will accept. Investors may
purchase shares on any day the net asset value is calculated if the Corporation
receives the purchase order, including acceptable payment for such order, prior
to such calculation. The Corporation then executes purchases of Fund shares at
the net asset value per share next determined. Shares are entitled to dividends
declared, if any, starting as of the first business day following the day the
Corporation executes the purchase order on the books of the Corporation.
An investor who has an account with an Eligible Institution or a Financial
Intermediary may place purchase orders for Fund shares through that Eligible
Institution or Financial Intermediary which holds such shares in its name on
behalf of that customer pursuant to arrangements made between that customer and
that Eligible Institution or Financial Intermediary. Each Eligible Institution
and each Financial Intermediary may establish and amend from time to time a
minimum initial and a minimum subsequent purchase requirement for its customers.
Currently, such minimum purchase requirements range from $500 to $5,000. Each
Eligible Institution or Financial Intermediary arranges payment for Fund shares
on behalf of its customers. An Eligible Institution or a Financial Intermediary
may charge a transaction fee on the purchase of Fund shares.
An investor who does not have an account with an Eligible Institution or a
Financial Intermediary must place purchase orders for Fund shares with the
Corporation through Brown Brothers Harriman & Co., the Funds' Shareholder
Servicing Agent. Such an investor has such shares held directly in the
investor's name on the books of the Corporation and is responsible for arranging
for the payment of the purchase price of Fund shares. The Corporation executes
all purchase orders for initial and subsequent purchases at the net asset value
per share next determined after the Corporation's transfer agent, State Street
Bank and Trust Company, has received payment in the form of a cashier's check
drawn on a U.S. bank, a check certified by a U.S. bank or a wire transfer. The
Shareholder Servicing Agent has established a minimum initial purchase
requirement for each Fund of $100,000 and a minimum subsequent purchase
requirement for each Fund of $25,000. The Shareholder Servicing Agent may amend
these minimum purchase requirements from time to time.
REDEMPTION OF SHARES
The Corporation executes your redemption request at the next net asset
value calculated after the Corporation receives your redemption request. Shares
continue to earn dividends declared, if any, through the business day that the
Corporation executes the redemption request on the books of the Corporation.
Shareholders must redeem shares held by an Eligible Institution or a
Financial Intermediary on behalf of such shareholder pursuant to arrangements
made between that shareholder and that Eligible Institution or Financial
Intermediary. The Corporation pays proceeds of a redemption to that
shareholder's account at that Eligible Institution or Financial Intermediary on
a date established by the Eligible Institution or Financial Intermediary. An
Eligible Institution or a Financial Intermediary may charge a transaction fee on
the redemption of Fund shares.
Shareholders may redeem shares held directly in the name of a shareholder
on the books of the Corporation by submitting a redemption request to the
Corporation through the Shareholder Servicing Agent. The Corporation pays
proceeds resulting from such redemption directly to the shareholder generally on
the next business day after the redemption request is executed, and in any event
within seven days.
Redemptions by the Corporation
The Shareholder Servicing Agent has established a minimum account size of
$25,000, which may be amended from time to time. If the value of a
11
<PAGE>
shareholder's holdings in a Fund falls below that amount because of a redemption
of shares, the Corporation may redeem the shareholder's remaining shares. If
such remaining shares are to be redeemed, the Corporation notifies the
shareholder and allows the shareholder 60 days to make an additional investment
to meet the minimum requirement before the redemption is processed. Each
Eligible Institution and each Financial Intermediary may establish and amend
from time to time for their respective customers a minimum account size, each of
which is currently lower than that established by the Shareholder Servicing
Agent.
Further Redemption Information
Redemptions of shares are taxable events on which a shareholder may
realize a gain or a loss.
The Corporation has reserved the right to pay the amount of a redemption
from a Fund, either totally or partially, by a distribution in kind of
securities (instead of cash) from that Fund.
The Corporation may suspend a shareholder's right to receive payment with
respect to any redemption or postpone the payment of the redemption proceeds for
up to seven days and for such other periods as applicable law may permit.
Redemptions may be suspended or payment dates postponed when the NYSE is closed
(other than weekends or holidays), when trading on the NYSE is restricted, or as
permitted by the SEC.
DIVIDENDS AND DISTRIBUTIONS
The Corporation declares and pays to shareholders substantially all of
each Fund's net income and realized net short-term capital gains at least
annually as a dividend, and substantially all of each Fund's realized net
long-term capital gains annually as a capital gains distribution. The
Corporation may make an additional dividend and/or capital gains distribution in
a given year to the extent necessary to avoid the imposition of federal excise
tax on a Fund. The Corporation pays dividends and capital gains distributions to
shareholders of record on the record date. Each Fund's net income and realized
net capital gains includes that Fund's pro rata share of its corresponding
Portfolio's net income and realized net capital gains.
Unless a shareholder whose shares are held directly in the shareholder's
name on the books of the Corporation elects to have dividends and capital gains
distributions paid in cash, the Corporation automatically reinvests dividends
and capital gains distributions in additional Fund shares without reference to
the minimum subsequent purchase requirement.
Each Eligible Institution and each Financial Intermediary may establish
its own policy with respect to the reinvestment of dividends and capital gains
distributions in additional Fund shares.
TAXES
Dividends are taxable to shareholders of a Fund as ordinary income,
whether such dividends are paid in cash or reinvested in additional shares.
Capital gains may be taxable at different rates depending on the length of time
a Portfolio holds its assets. Capital gains distributions are taxable to
shareholders as long-term capital gains, whether paid in cash or reinvested in
additional shares and regardless of the length of time a particular shareholder
has held Fund shares.
The treatment of each Fund and its shareholders in those states which have
income tax laws might differ from treatment under the federal income tax laws.
Therefore, distributions to shareholders may be subject to additional state and
local taxes. Shareholders are urged to consult their tax advisors regarding any
state or local taxes.
Foreign Investors
Each Fund is designed for investors who are either citizens of the United
States or aliens subject to United States income tax. Prospective investors who
are not citizens of the United States and who are not aliens subject to United
States income tax are subject to United States withholding tax on the entire
amount of all dividends. Therefore, such investors should not invest in a Fund
since alternative investments are available which would not be subject to United
States withholding tax.
12
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The financial highlights table is intended to help an investor understand
the Funds' financial performance for the past five years. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost on an
investment in each Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
whose report, along with the Funds' financial statements, are included in the
annual report, which is available upon request.
<TABLE>
<CAPTION>
European Equity Fund
For the years ended October 31,
------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ................... $39.05 $ 38.02 $ 35.02 $ 31.95 $ 31.82
Income from investment operations:
Net investment income ............................. 0.09(1) 0.42 0.39 0.38(1) 0.45
Net realized and unrealized gain .................. 4.15 6.06 5.29 4.08 2.09
Less dividends and distributions:
From net investment income ........................ (0.65) (0.31) (0.41) -- --
In excess of net investment income ................ (0.01) -- -- -- --
From net realized gains ........................... (4.71) (5.14) (2.27) (1.39) (2.41)
------ ------ ------- ------- -------
Net asset value, end of year ......................... $37.92 $ 39.05 $ 38.02 $ 35.02 $ 31.95
====== ======= ======= ======= =======
Total return ......................................... 11.87% 19.34% 17.28% 14.63% 9.42%
Ratios/Supplemental Data:
Net assets, end of year (000's omitted) ...........$143,315 $155,557 $154,179 $146,350 $116,955
Expenses as a percentage of average
net assets:
Expenses paid by Fund ............................. 1.33% 1.18% 1.32% 1.23% 1.24%
Expenses paid by commissions(2) ................... -- 0.01% 0.01% 0.01% 0.05%
Expense offset arrangement ........................ -- 0.02% 0.03% 0.09% 0.14%
-------- -------- -------- -------- --------
Total expenses .................................. 1.33% 1.21% 1.36% 1.33% 1.43%
Ratio of net investment income to
average net assets ................................ 0.24% 0.60% 1.02% 1.16% 1.55%
Portfolio turnover rate .............................. 37% 56% 82% 42% 72%
</TABLE>
- -------------------
(1) Calculated using average shares outstanding for the year.
(2) A portion of the Fund's securities transactions are directed to certain
unaffiliated brokers which in turn use a portion of the commissions they
receive from the Fund to pay other unaffiliated service providers on
behalf of the Fund for services provided for which the Fund would
otherwise be obligated to pay.
13
<PAGE>
<TABLE>
<CAPTION>
Pacific Basin Equity Fund
For the years ended October 31,
-----------------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period ............... $20.31 $24.52 $30.19 $29.88 $39.85
Income from investment operations:
Net investment income (loss) .................... (0.17)(1) (0.20) 0.00(1,2) 0.05(1) 0.11
Net realized and unrealized gain (loss) ......... 18.63 (2.39) (4.69) 1.62 (4.50)
Less dividends and distributions:
From net investment income ...................... -- (0.52) (0.00)(2) (0.86) (0.00)(2)
In excess of net investment income .............. -- (1.10) (0.25) (0.50) --
From net realized gains ......................... -- -- (0.28) -- (5.58)
In excess of net realized gains ................. -- -- (0.45) -- --
------ ------ ------ ------ ------
Net asset value, end of period ..................... $38.77 $20.31 $24.52 $30.19 $29.88
====== ====== ====== ====== ======
Total return ....................................... 90.89% (10.78)% (16.03)% 5.65% (10.62)%
Ratios/Supplemental Data:
Net assets, end of year (000's omitted) ......... $80,411 $32,630 $102,306 $150,685 $114,932
Expenses as a percentage of average net assets:
Expenses paid by Fund ......................... 1.39% 1.44% 1.19% 1.13% 1.24%
Expenses paid by commissions(3) ............... -- -- 0.01% 0.01% 0.05%
Expense offset arrangement .................... --(4) 0.18% 0.06% 0.16% 0.14%
------- ------- -------- -------- --------
Total expenses ................................ 1.39% 1.62% 1.26% 1.30% 1.43%
Ratio of net investment income (loss) to
average net assets ............................ (0.58)% (0.73)% 0.00% 0.16% 0.53%
Portfolio turnover rate ......................... 97% 91% 63% 58% 82%
</TABLE>
- ---------------------
(1) Calculated using average shares outstanding for the year.
(2) Less than $0.01 per share.
(3) A portion of the Fund's securities transactions are directed to certain
unaffiliated brokers which in turn use a portion of the commissions they
receive from the Fund to pay other unaffiliated service providers on behalf
of the Fund for services provided for which the Fund would otherwise be
obligated to pay.
(4) Less than 0.01%.
14
<PAGE>
<TABLE>
<CAPTION>
International Equity Fund
----------------------------------------------------
For the period from
For the year ended June 6, 1997
October 31, (commencement of
--------------------- operations) to
1999 1998 to October 31, 1997
------ ------ ------------------
<S> <C> <C> <C>
Net asset value, beginning of period ................................ $10.09 $9.42 $10.00
Income from investment operations:
Net investment loss .............................................. (0.02) 0.00(1) 0.00(1)
Net realized and unrealized gain (loss) .......................... 3.00 0.75 (0.58)
Less dividends and distributions:
In excess of net investment income ............................... (0.03) (0.03) --
From net realized gains .......................................... -- (0.05) --
------ ------ ------
Net asset value, end of period ...................................... $13.04 $10.09 $ 9.42
====== ====== ======
Total return ........................................................ 29.57% 8.06% (5.80)%(2)
Ratios/Supplemental Data:
Net assets, end of year (000's omitted) .......................... $59,961 $27,475 $7,040
Expenses as a percentage of average net assets:
Expenses paid by the Fund ........................................ 150%(4) 1.50%(4) 1.36%(3,4)
Expenses paid by the Commisions .................................. -- -- --
Expenses offset arrangements ..................................... -- -- --
------- ---------- ----------
Total expenses ................................................... 1.50%(4) 1.50%(4) 1.50%(3,4)
Ratio of net investment loss to
average net assets ............................................. (0.25)% (0.15)% (0.06)%(3)
</TABLE>
- ------------------------
(1) Less than $0.01.
(2) Not annualized.
(3) Annualized.
(4) Includes the Fund's share of International Equity Portfolio expenses.
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
Other mutual funds or institutional investors may invest in each Portfolio
on the same terms and conditions as the Portfolio's corresponding Fund. However,
these other investors may have different aggregate performance results. The
Corporation may withdraw a Fund's investment in its corresponding Portfolio at
any time as a result of changes in such Portfolio's investment objective,
policies or restrictions or if the Board of Directors determines that it is
otherwise in the best interests of that Fund to do so.
15
<PAGE>
The 59 Wall Street
European Equity Fund
The 59 Wall Street
Pacific Basin Equity Fund
The 59 Wall Street
International Equity Fund
More information on the Funds is available free upon request, including the
following:
o Annual/Semi-Annual Report
Describes the Funds' performance, lists portfolio holdings and contains a letter
from the Funds' Investment Adviser discussing recent market conditions, economic
trends and Fund strategies that significantly affected each Fund's performance
during their last fiscal year.
o Statement of Additional Information (SAI)
Provides more details about each Fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
To obtain information or make shareholder inquiries:
o By telephone
Call 1-800-625-5759
o By mail write to the Funds' Shareholder
Servicing Agent:
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
o By E-mail send your request to:
[email protected]
o On the Internet:
Text-only versions of Fund documents can be viewed online or downloaded
from:
Brown Brothers Harriman & Co.
http://www. bbhco.com
SEC
http://www.sec.gov
You can also review or obtain copies by visiting the SEC's Public Reference Room
in Washington, DC or by sending your request and a duplicating fee to the SEC's
Public Reference Section, Washington, DC 20549-0102. Information on the
operations of the Public Reference Room may be obtained by calling
1-202-942-8090. Additionally, this information is available on the EDGAR
database at the SEC's internet site at http://www.sec.gov. A copy may be
obtained, after paying a duplicating fee, by electronic request at the following
e-mail address: [email protected].
SEC file number: 811-06139
European Equity Fund
Pacific Basin Equity Fund
International Equity Fund
PROSPECTUS
March 1, 2000
